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The JOBS Act at Two
May 2014
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JOBS Act Title I, Reopening American Capital Markets to Emerging Growth Companies. Most
commonly referred to as the "IPO On-Ramp", this Title is meant to encourage smaller companies to go public through a process where public company obligations would be phased-in over time.
Title II, Access to Capital for Job Creators. This Title removes the prohibition against general solicitation and general advertising in private offerings under Regulation D, provided that all of the purchasers of securities are accredited investors. The Title also addresses certain broker-dealer issues for these offerings.
Title III, Crowdfunding. This Title provides an exemption for “crowdfunding,” by permitting offerings up to $1 million. Requirements targeted at investor protection are imposed on the issuer and the intermediary involved in the crowdfunding effort. The Title also addresses certain broker-dealer issues for these offerings.
Title IV, Small Company Formation. This Title is what is commonly referred to as “Regulation A” reform, and it creates a new exemption for offerings up to $50 million.
Title V, Private Company Flexibility and Growth. This Title increases the Exchange Act registration stockholder of record threshold from 500 to 2,000 (only 500 of which can be non-accredited investors).
Title VI, Capital Expansion. This Title increases the stockholder of record threshold from 500 to 2,000 for banks and bank holding companies, and provides that a bank or bank holding company could terminate 1934 Act registration if the number of holders of record drops to less than 1,200.
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Title I: The IPO On-Ramp
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IPO market
2013 was the best year for IPOs since 2000
183 US IPOs were completed in 2013; 105 U.S. IPOs were
completed in 2012
However, compared to historic levels, there are fewer IPOs being
undertaken than in the late 1990s and early 2000s
Almost all of the U.S. IPOs were undertaken by EGCs
A few industries dominated: tech; pharma/biotech; energy; and
financial services
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IPO market
The market has changed. There are fewer smaller IPOs
Most IPOs are undertaken by PE-backed (70 in 2013) or VC-backed
(81 in 2013) companies. 151 of 183 IPOs in 2013 were either PE-
or VC-backed.
2014 was the most active first-quarter IPO market since 2000
63 IPOs priced in the first quarter of 2014
First quarter IPO proceeds totaled nearly $11.5 billion
Healthcare remained the most active sector
Venture or PE-backed IPOs continued to dominate, with 39% of the
1st quarter 2014 deals sponsor-backed
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What’s Changed?
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Emerging Growth Company – Benefits Permits filing a registration statement with the SEC on a confidential basis.
Expands the range of permissible pre-filing communications made to
qualified institutional buyers, or QIBs, or institutional accredited investors.
EGCs may now engage in oral or written communications with QIBs and
institutional accredited investors in order to gauge their interest in a
proposed IPO (i.e. “test-the-waters”) either prior to or following the first filing
of the IPO registration statement.
Requires EGCs to provide only two years of audited financial statements to
the SEC (rather than three years), and delays the auditor attestation on
internal controls requirement.
Exempts EGCs from: The mandatory say-on-pay vote requirement;
The Dodd-Frank Act-required CEO pay ratio rules, and permits the use of certain smaller
reporting company scaled disclosure;
Any new or revised financial accounting standard until the date that such accounting standard
becomes broadly applicable to private companies; and
Any rules requiring mandatory audit firm rotation or a supplement to the auditor’s report that
would provide additional information regarding the audit of the company’s financial statements
(no such requirements currently exist).
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Emerging Growth Company Defined
An EGC is defined as an issuer with total annual gross revenue of
less than $1 billion (with such threshold indexed to inflation every
five years).
An EGC would retain that status until:
The last day of the fiscal year in which the issuer had $1 billion or more in annual
revenues;
The last day of the fiscal year following the fifth anniversary of the issuer’s IPO;
The date on which the issuer has, during the previous rolling 3-year period, issued
more than $1 billion in non-convertible debt:
Debt issued in a public or an exempt offering (not outstanding);
Rolling three-year period from the time the issuer establishes its EGC status; or
The date when the issuer is deemed to be a “large accelerated filer” (as defined
by the SEC).
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EGC IPO Process
Submit
Draft S-1 Road
Show S-1
Effective
The SEC must review the
draft registration statement
on a confidential basis
An EGC may remain in
the confidential review
process until required
to file Form S-1, with
the SEC issuing
comments and the
EGC responding with
draft submissions
An EGC or any other person authorized by the EGC can “test-
the-waters” in communications with QIBs and institutional
accredited investors before or during the IPO
The Form S-1 must be
filed publicly 21 days
before the road show;
at this time, all prior
confidential
submissions become
available publicly on
EDGAR
Broker-dealers, including those participating in the IPO, can
publish research before, during or after the IPO without the
research being deemed an “offer” under the Securities Act
After filing the Form
S-1, the process is
the same as a pre-
JOBS Act IPO
File S-1
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Disclosure Requirements
PRIOR TO JOBS ACT UNDER THE JOBS ACT
Financial
Information in
SEC Filings
3 years of audited financial statements
2 years of audited financial statements for
smaller reporting companies
Selected financial data for each of 5 years
(or for life of issuer, if shorter) and any
interim period included in the financial
statements
2 years of audited financial statements
Not required to present selected financial
data for any period prior to the earliest
audited period presented in connection with
an IPO
Within 1 year of IPO, EGC would report 3
years of audited financial statements
Confidential
Submissions of
Draft IPO
Registration
Statement
No confidential filing for U.S. issuers
Confidential filing for FPIs only in specified
circumstances
EGCs (including FPIs that are EGCs) may
submit a draft IPO registration statement for
confidential review prior to public filing,
provided that the registration statement is
publicly filed with the SEC not later than 21
days before the EGC conducts a “road show.”
This supersedes the SEC’s December 2011
position on confidential submissions by FPIs.
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Disclosure Requirements (cont’d)
PRIOR TO JOBS ACT UNDER THE JOBS ACT
Communications
Before and During
The Offering
Process
Limited ability to “test-the-waters” EGCs, either prior to or after filing a
registration statement, may “test-the-waters”
by engaging in oral or written communications
with QIBs and institutional accredited
investors to determine interest in an offering
Auditor
Attestation on
Internal Controls
Auditor attestation on effectiveness of
internal controls over financial reporting
required in second annual report after IPO
Non-accelerated filers not required to
comply
Transition period for compliance of up to 5
years
Accounting
Standards
Must comply with applicable new or revised
financial accounting standards
Not required to comply with any new or
revised financial accounting standard until
such standard applies to companies that
are not subject to Exchange Act public
company reporting
EGCs may choose to comply with non-EGC
accounting standards but may not
selectively comply
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Disclosure Requirements (cont’d)
PRIOR TO JOBS ACT UNDER THE JOBS ACT
Executive
Compensation
Disclosure
Must comply with executive compensation
disclosure requirements, unless a smaller
reporting company (which is subject to
reduced disclosure requirements)
Upon adoption of SEC rules under Dodd-
Frank, will be required to calculate and
disclose the median compensation of all
employees compared to the CEO
May comply with executive compensation
disclosure requirements by complying with
the reduced disclosure requirements
generally available to smaller reporting
companies
Exempt from requirement to calculate and
disclose the median compensation of all
employees compared to the CEO
FPIs entitled to rely on other executive
compensation disclosure requirements
Say-on-Pay Must hold non-binding advisory
stockholder votes on executive
compensation arrangements
Exempt from requirement to hold non-binding
advisory stockholder votes on executive
compensation arrangements for 1 to 3 years
after no longer an EGC
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EGC Accommodations
The market has gotten progressively more comfortable with the
EGC accommodations
Confidential submissions:
Almost universally adopted-depending on statistics you review, just over 90%
Usually two confidential submissions prior to the first public filing
Much of the discussion related to process now often focuses on the timing of
flipping from confidential submission to first public filing, often based on:
Getting the 21-day period to run in order to meet the IPO roadshow schedule
The desire to pursue a dual-track process
Other questions that arise in connection with confidential submission
What is required to be contained in the submission
When do the prior submissions and exhibits become public
Can a foreign issuer elect EGC status and opt to use the confidential submission
process for FPIs?
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EGC Accommodations (cont’d)
Disclosure patterns
Financial information: two versus three years of financial information
There has been increased adoption of the two-years of financials approach
Considerations: what trends will need to be illustrated and discussed? What
will bankers want to present in the road show?
Executive compensation disclosures: almost universal adoption of reduced
disclosure
Extended phase-in for Section 404(b): almost universal adoption
Phase-in for new GAAP policies: almost all EGCs have chosen not
to take advantage of the extended phase-in
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EGC Accommodations (cont’d)
Testing the waters
There was early reluctance to take advantage of the ability to engage in these
submissions; however, depending on the sector, there has been some greater
acceptance
Timing of discussions
Use of written materials
Pre-deal Research and Research Practices
Pre-deal research remains rare
A new 25-day “quiet period” has been memorialized in AAUs
More willingness to conduct joint diligence sessions that include research and
banking
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Other IPO Trends
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Lock-ups
The 180-day lock up is no longer inviolable
A few deals with no lock-up
A few deals with “built in” price triggers that cause the lock up restrictions to fall
away
A few deals with staggered lock up releases
Many, many IPO releases for follow-on offerings prior to the 180-day
expiration
FINRA Rule 5131
Disclosure required when directors or officers will be released, but not for a
release of the company’s restrictions
VCs and PE firms may want to consider whether they want board
representation
Disclosure is required by the book runner in the form of a press release that
is broadly disseminated
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Dual Class Structures
Dual class structures had been disfavored in recent years
However, recent IPOs have featured dual classes of stock
Concern by founders who want to preserve control
Desire by VC or PE sponsors who want to retain control
The result of a tax-motivated structure at IPO
Dual class structures require careful consideration of disclosure
requirements
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Confidential/Subject to Attorney Client Privilege 19
The Up-C Structure • The Up-C structure has become more common for IPOs of private-
equity backed companies.
• The Up-C structure derives its name from the UPREIT structure.
Essentially, a newly formed corporation (“PubCo”) will be the entity
that undertakes the IPO. PubCo will sit above an existing limited
liability company (the “LLC”).
• PubCo will be a holding company and will have as its subsidiary the
LLC. The principal assets/operating business will continue to be at
(or below) the LLC level.
• PubCo will receive the IPO proceeds and downstream the proceeds
to the LLC.
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Typical Pre-IPO Structure - Corporation
Disadvantages
• Income from operating subsidiaries subject to entity-level tax when earned by the corporation
• Historic partners (and other shareholders) subject to tax when they receive dividends
C Corporation
Historic Shareholders
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Typical Pre-IPO Structure - Partnership
Disadvantage
• Listing partnership when going public may result in the partnership being taxed as a corporation
Advantage
• Partnership not subject to tax; income earned by operating subsidiaries taxable directly to partners
LLC
Historic Partners
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Confidential/Subject to Attorney Client Privilege 22
Up-C Structure: Immediately After Formation of C-Corp
Company incorporated in Delaware with two classes of common stock, Class A and Class B. Class A is offered in the IPO and Class B is held by the Historic Partners and provides no economic rights, only voting rights.
PubCo
(Delaware C-Corp)
Controlling voting interest
LLC
Historic Partners
100% economic interest
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Confidential/Subject to Attorney Client Privilege 23
Up-C Structure: Immediately following IPO
Public Shareholders (Class A Holders)
• 100% economic interest • Minority voting interest
Historic Partners
PubCo
(Delaware C-Corp)
Voting interest 100% economic interest
LLC
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Confidential/Subject to Attorney Client Privilege 24
Up-C Structure: Final Structure
Historic Partners
LLC interests convertible into
shares of Class A common stock
PubCo
(Delaware C-Corp)
60% voting interest 60% economic interest
LLC
Class A Holders
• 100% economic interest • 40% voting interest
•40% economic interest •Sole managing member
(percentages are included only for illustrative purposes).
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Confidential/Subject to Attorney Client Privilege 25
Why an Up-C structure? • Prior to the IPO, the business was conducted through an LLC, which
is a pass-through structure and does not pay entity-level taxes.
• Through the Up-C structure, PubCo pays the pre-IPO equity holders
(LLC members) for the value of PubCo’s tax attributes as those tax
attributes are used after the IPO. This creates a market dynamic that
permits value to be extracted from PubCo after the IPO, without
decreasing the value of PubCo in the offering.
• To effectuate the Up-C structure, PubCo will enter into various
arrangements with the LLC and its members. These include a Tax
Receivable Agreement (“TRA”). Generally, TRAs do not appear to
impact the valuation of a corporation in its IPO.
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Confidential/Subject to Attorney Client Privilege 26
FINRA • In its annual priorities letter, FINRA had announced that it would be
taking a look at the policies and procedures that firms had in place in
connection with their IPOs
• For example, one would assume that FINRA will be looking for
compliance with the spinning rules, reviewing IPO allocations, trying
to understand early releases from lock ups
• Just recently, FINRA pursued enforcement action against a broker-
dealer in connection with its IPO practices for not distinguishing
between conditional indications of interest and firm orders
• We would expect that there will be more FINRA actions relating to
IPOs
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Title II
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Relaxation of the Ban on General Solicitation
The SEC adopted a new paragraph (c) in Rule 506, which permits
the use of general solicitation, subject to the following conditions:
The issuer must take reasonable steps to verify that the purchasers of the
securities are accredited investors;
All purchasers of securities must be accredited investors, either because they
come within one of the enumerated categories of persons that qualify as
accredited investors or the issuer reasonably believes that they qualify as
accredited investors, at the time of the sale of the securities; and
The conditions of Rule 501 and Rules 502(a) and 502(d) are satisfied.
An issuer may still choose to conduct a private offering in reliance on
Rule 506(b) without using general solicitation.
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Reasonable Steps to Verify Investor Sales
The final rule retains the principles-based guidance, highlighting that
the inquiry to be undertaken may differ depending on the facts and
circumstances. The SEC provides a list of factors to consider:
The nature of the purchaser. The SEC describes the different types of accredited
investors, including broker-dealers, investment companies or business
development companies, employee benefit plans, and wealthy individuals and
charities;
The nature and amount of information about the purchaser. Simply put, the SEC
states that “the more information an issuer has indicating that a prospective
purchaser is an accredited investor, the fewer steps it would have to take, and
vice versa;” and
The nature of the offering. The nature of the offering may be relevant in
determining the reasonableness of steps taken to verify status, i.e., issuers may
be required to take additional verification steps to the extent that solicitations are
made broadly, such as through a website accessible to the general public, or
through the use of social media or email.
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Reasonable Steps to Verify Investor
Sales (cont’d)
The final rule does not provide for a safe harbor; however, it does set
out a supplemental non-exclusive list of methods that may be used to
satisfy the verification requirement, including:
A review of IRS forms for the two most recent years and a written representation
regarding the individual’s expectation of attaining the necessary income level for
the current year;
A review of bank statements, brokerage statements, tax assessments, etc. to
assess assets, and a consumer report or credit report from at least one consumer
reporting agency to assess liabilities;
A written confirmation from a registered broker-dealer, RIA, CPA, etc.; and
For existing investors (pre-506(c) effective date), a certification.
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New “Bad Actor” Disqualification “Bad actor” disqualification requirements prohibit issuers and others,
such as underwriters, placement agents, directors, officers, and
shareholders of the issuer, from participating in exempt securities
offerings, if they have been convicted of, or are subject to court or
administrative sanctions for, securities fraud or other violations of
specified laws.
On July 10, 2013, the SEC issued its final rules regarding “bad
actors” for Regulation D. The amendments became effective on
September 23, 2013.
The SEC has released multiple CD&Is to provide further guidance.
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Recent developments Relatively few offerings using general solicitation (compared to
traditional Rule 506(b) offerings)
Investor verification
Perceived difficulties or cost associated with verification
SEC staff has emphasized principles-based approach and noted that it is
unlikely that additional guidance will be forthcoming on verification
CFTC’s failure to address the ability of certain funds to engage in general
solicitation
“Chilling” effect associated with the SEC’s proposed Reg D amendments
Ability to engage in “accredited investor” crowdfunding
Concerns regarding the types of communications that would be or may be deemed
to constitute a “general solicitation”
The SEC Staff has referred to its prior no-action letter guidance regarding the
types of communications that would not be deemed to constitute a general
solicitation
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SEC’s Proposed Amendments
The SEC proposed amendments to Regulation D, Form D and Rule
156. The comment period for the proposed rules expired on
September 13, 2013.
The proposed rule would require issuers to file an advance notice of
sale 15 days before and at the conclusion of an offering.
The proposed rule would disqualify issuers who fail to file Form D.
Issuers would be disqualified from using Rule 506 exemption in any new offering if
the issuer or its affiliates did not comply with the Form D filing requirements.
Disqualification would continue for one year, beginning after the required Form D
filings are made.
Cure period available for late Form D filing.
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Form D The proposed rule would require issuers to provide additional
information about the issuer and the offering.
Currently, Form D requires identifying information about the issuer and related
persons, the exemption relied upon, and other facts.
As proposed, issuers must provide additional information:
Identification of issuer’s website;
Expanded information on the issuer;
Offered securities;
Types of investors in the offering;
Use of proceeds from the offering;
Information on types of general solicitation used; and
Methods used to verify accredited investor status of investors.
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Solicitation Materials
The proposed rules would require issuers to include legends and
disclosures in written solicitation materials.
Rule 509 would require issuers to include legends or cautionary statements in
written general solicitation materials used in Rule 506 offerings.
Legends intended to inform potential investors that offering is limited to
accredited investors and may involve risks.
Failure to include legends and disclosures required by Rule 509.
Required legends or other disclosures would not be a condition of Rule 506(c)
exemption.
Failure to include Rule 509 legends or other disclosures in any written general
solicitation materials would not make Rule 506(c) unavailable for the offering.
Instead, Rule 507 provides that Rule 506 would not be available if the issuer (or its
predecessors or affiliates) is subject to an order, judgment or injunction resulting
from failure to comply with Rule 509.
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Solicitation Materials (cont’d)
Private funds:
Would require private funds to include additional legend and disclosures in written
general solicitation materials.
Rule 509(b) would require private funds to disclose that securities offered are
not subject to protections of Investment Company Act.
If general solicitation or general advertising includes performance data, Rule
509(c) would require additional Rule 482-type information.
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Title III:
Crowdfunding
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Crowdfunding Title III provides an exemption that could apply to crowdfunding offerings.
The SEC voted to release proposed rules on October 23, 2013, and the deadline for comments
on the proposed rules expired on February 3, 2014.
The SEC’s proposed rules track the statute closely.
The aggregate amount sold to all investors by the issuer should not be more than $1,000,000.
This includes any amount sold in reliance on the exemption during the 12-month period preceding the date of the transaction.
The aggregate amount sold to any investor by the issuer, including any amount sold in reliance on the exemption during the 12-month period preceding the date of the transaction, should not exceed:
The greater of $2,000 or 5 percent of the annual income or net worth of the investor, as applicable, if either the annual income or the net worth of the investor is less than $100,000; or
10 percent of the annual income or net worth of an investor, as applicable, not to exceed a maximum aggregate amount sold of $100,000, if either the annual income or net worth of the investor is equal to or more than $100,000.
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Crowdfunding (cont’d)
The transaction must be conducted through a broker or “funding
portal.”
Information should be filed and provided to investors regarding the
issuer and offering, including financial information based on the
target amount offered.
The provision prohibits issuers from advertising the terms of the
exempt offering, other than to provide notices directing investors to
the funding portal or broker, and requires disclosure of amounts paid
to compensate solicitors promoting the offering through the channels
of the broker or funding portal.
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Crowdfunding (cont’d)
Issuers relying on the exemption need to file with the SEC and
provide to investors, no less than annually, reports of the results of
operations and financial statements.
A purchaser in a crowdfunding offering can bring an action against
an issuer for rescission in accordance with Section 12(b) and Section
13 of the Securities Act, as if liability were created under Section
12(a)(2) of the Securities Act, in the event that there are material
misstatements or omissions in connection with the offering.
Securities sold on an exempt basis under this provision are not
transferrable by the purchaser for a one-year period beginning on the
date of purchase, except in certain limited circumstances.
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Crowdfunding (cont’d)
The exemption is only be available for domestic issuers that are not
reporting companies under the Exchange Act and that are not
investment companies, or as the SEC otherwise determines is
appropriate.
Bad actor disqualification provisions similar to those required under
Regulation A would also be required for exempt crowdfunding
offerings.
Funding portals are not subject to registration as a broker-dealer, but
would be subject to an alternative regulatory regime, subject to SEC
and SRO authority, to be determined by rulemaking by the SEC and
SRO.
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Crowdfunding Proposal The SEC’s proposed rules have proven controversial
Crowdfunding proponents believe that the proposal is too burdensome and would make it challenging for start-ups
Process requirements are too prescriptive and cumbersome
Disclosure requirements for the initial offer (Form C) and ongoing reporting requirements (Form C-A, Form C-U, Form C-AR) would make the process to expensive
By contrast, the SEC’s Investor Advisory Committee has recommended stronger consumer protection provisions
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In the meantime… The SEC staff issued various C&DIs regarding intrastate
crowdfunding
Various states have adopted their own crowdfunding exemptions
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Title IV:
Regulation “A+”
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Current Regulation A
Most issuers are familiar with the exemptions from registration available
pursuant to Section 4 of the Securities Act.
Currently, Regulation A (promulgated pursuant to Section 3 of the
Securities Act) provides for an exemption from registration for issuers
that are not SEC-reporting companies to raise up to $5 million through
sales of their securities in interstate offerings.
Regulation A is often referred to as a “mini-registration” provision; it is
not a private offering exemption.
Current Regulation A has not been used frequently in the recent past
largely due to the low offering threshold and the fact that securities sold
in Regulation A offerings are not “covered securities” for blue sky
purposes.
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Title IV Title IV of the JOBS Act amends Section 3(b) of the Securities Act:
Creates a new Section 3(b)(2).
On December 18, 2013, the SEC proposed rules that provide for exempt offerings
of up to $50 million of securities annually based on the current Regulation A
provisions.
The comment period for the proposed rules expired on March 24, 2014. Final
rules have not yet been released.
The statute establishes certain fundamental provisions:
Securities may be offered and sold publicly.
Securities would not be considered “restricted securities.”
Section 12(a)(2) liability will apply to the offering.
Issuers can test-the-waters.
A new requirement for issuers to file audited financial statements annually.
A limitation on eligible securities.
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Title IV (cont’d)
The SEC was given discretion regarding:
Electronic filing requirements.
Bad actor provisions.
Ongoing disclosure requirements.
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Proposed Rule The SEC’s proposed rules would implement the JOBS Act mandate
by:
Amending and modernizing existing Regulation A;
Creating two tiers of offerings;
Tier 1 for offerings of up to $5m ($1.5m for selling stockholders).
Tier 2 for offerings of up to $50m ($15m for selling stockholders).
Setting issuer eligibility, disclosure and reporting requirements; and
For Tier 2 offerings, imposing addition disclosure and ongoing reporting
requirements, as well as an investment limit.
Making Tier 2 offerings exempt from blue sky requirements, given these investor
protection measures.
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Regulation A+ Other provisions of the Regulation A+ proposal that have been
discussed in comment letters include:
The “eligible issuer” definition
The limitation on sales by selling stockholders
The investment limit set for Tier 2 offerings
The Exchange Act threshold
The transition to Exchange Act reporting
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Exchange Act Threshold
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Exchange Act Thresholds
Title V amends Section 12(g)(1)(A) of the Exchange Act and
provides that an issuer will become subject to Exchange Act
requirements within 120 days after the last day of its first fiscal year
ended in which:
The issuer has total assets in excess of $10 million and
A class of equity security (other than an exempted security) held of
record by either:
2,000 persons, or
500 persons who are not accredited investors.
Note that Section 12(b) of the Exchange Act remains unchanged (if
a class of equity or debt securities is to be listed on a national
securities exchange then that class of securities must be registered
under the Exchange Act)
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Exchange Act Threshold (cont’d)
Title VI adds a new Section 12(g)(1)(B) that provides that, in the
case of an issuer that is a bank or a bank holding company, the
issuer will become subject to Exchange Act requirements, not later
than 120 days after the last day of its first fiscal year ended after the
effective date of this amended section, on which the issuer has total
assets exceeding $10 million and a class of equity security (other
than an exempted security) held of record by 2,000 or more persons.
In the case of a bank or a bank holding company, the issuer will no
longer be subject to reporting if the number of holders drops below
1,200 persons.
The SEC was directed to issue final regulations to implement these
amendments within a year of the enactment.
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Ongoing Reporting Obligations vs 34 Act
Reporting
Both the crowdfunding proposal and the Reg A+ proposal introduce
a process of ongoing reporting without Exchange Act reporting
The crowdfunding provisions in the JOBS Act specifically address
the Exchange Act trigger, while the Reg A+ provisions do not
Given the “holder of record” definition, an issuer that has a stock that
is widely held may be in the anomalous position of being subject to
ongoing reporting but never Exchange Act reporting
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JOBS Act 2.0?
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A Hodgepodge of Bills
For Public Companies
Shortening the Rule 144 holding period; addressing the Rule 144 issues for shell
companies
Removing the 1/3 limit on primary sales for smaller companies using Form S-3
shelf registration
Revising the WKSI definition
Revising Form S-1 to permit the incorporation by reference
Addressing disclosures in 10-Ks
Changing the definition of “non-accelerated filer”
More closely related to the JOBS Act
Reg A+ changes
Revising the crowdfunding provisions
Addressing the SEC’s Regulation D proposed amendment
Modernizing Rule 701
Codifying the 4(a)(1-1/2) exemption
This is MoFo. 55
